1

BUSINESS AND TECH-ENABLED SERVICESSECTOR REPORT

May 2018

2

GCA BUSINESS & TECH-ENABLED SERVICES OVERVIEW

DEREK BELLManaging DirectorHead of Business & Tech-Enabled Servicesdbell@gcaglobal.com212.999.7089

Representative Focus Areas

Digital Marketing, Performance Marketing, Account Based Marketing, Search Marketing, Influencer Marketing, Loyalty Marketing, Direct Marketing, Database Marketing, Experiential Marketing, Market Research

Diversified B2B Information Services, Financial / Credit Information Services, Specialized Information Services (Energy, Real Estate, Hospitality, Compliance, Auto, etc.)

Consulting, GRC Services, E-Discovery / Legal Services, Patent Services, HR Services, Corporate Training, Digital Transformation Services, IT & Cloud Services (Implementation, Managed Services, Software Development, VAR), BPO & KPO Services, Language / Localization Services, Print Services

Call Center, Billing & Claims Management / Processing, Accounts Receivable Management

MARKETING SERVICES

INFORMATION SERVICES

PROFESSIONAL & IT SERVICES

CUSTOMER CARE & CLAIMS SERVICES

Recent Business & Tech-Enabled Services Transactions

Key Contact

We Advised the Seller

Acquired by

Acquired by

We Advised the Seller

Investment in

We Advised the Buyer

Acquired by

We Advised the SellerWe Advised the Seller

Acquired by

Acquired by

We Advised the Seller

Received Minority Investment from

Financial AdvisorWe Advised the Buyer

AcquiredAcquired by

We Advised the SellerWe Advised the Seller

Acquired by

We Advised the Sellers

Acquired by

Acquired by

We Advised the Seller

Acquired by

We Advised the Seller

Acquired by

We Advised the SellerWe Advised NorthEdge

Investment in

We Advised the Seller

Acquired by

We Advised the Seller

Acquired by

We Advised the Seller

Acquired by

Patent Services IT Services Digital Marketing HR Solutions Marketing Services Digital Marketing IT ServicesIT Services Digital Marketing

Claims Management Marketing Services Print Services Information Services Loyalty Marketing Market Research Influencer MarketingIT Services Print Services

3

CASE STUDY: SALE OF MACKEVISION TO ACCENTURE

GCA advised the shareholders of Mackevision on its sale to Accenture

Transaction

• Gimv acquired a majority stake in Mackevision in 2014 while the founder & management team retained significant minority stakes

• GCA was retained as exclusive sell-side adviser in order to identify new strategic partners to help accelerate its international expansion and enter adjacent verticals (e.g., FMCG and luxury goods)

• GCA approached a very limited number of potential strategic buyers and ran a tightly managed process

• Accenture submitted a highly attractive offer and – on this basis – was granted exclusivity. Management anticipated significant mutual benefits from this partnership, given Accenture’s extensive customer base of automotive and non-automotive global MNOs as well as synergies with Accenture’s recent acquisitions of a number of digital agencies. The acquisition will add state-of-the-art visualization capabilities to Accenture Interactive’s digital services portfolio –strengthening its ability to create compelling, next-generation customer experiences and industrial, extended reality applications

• GCA advised Gimv and the management team on all aspects of the transaction including a comprehensive due diligence process and SPA negotiations

Background

• Mackevision is the global market leader in computer generated imagery (CGI) with a dedicated focus on the automotive industry

• The Company offers creation, visualization and production services for online product configurators, digital and print catalogues, virtual showrooms, point-of-sale-kiosks, augmented and virtual reality experiences, as well as broadcast video and feature films

• Mackevision has developed a differentiated ability to leverage engineering data to construct “digital twins” of complex physical products. By applying the latest techniques in CGI, visual effects and AR/VR, Mackevision can generate nearly any type of visual content from these twins – effectively turning engineering data into truly immersive product experiences and virtual applications

• Founded in 1994, Mackevision has a team of more than 500 employees and is headquartered in Stuttgart, Germany, with offices in Munich and Hamburg as well as in the U.S., U.K., China, South Korea and Japan

• Due to its unique positioning and high demand for its services, Mackevision has impressively grown by ~40% CAGR since 2009

Closing Date

February 2018

Deal Type

Sell-side

Industry

Marketing Services

Digital Services

Acquired by

GCA Advised Mackevision

4

BUSINESS & TECH-ENABLED SERVICES SECTOR REPORT

Notes:Source: Capital IQ and PitchBook.

− Business & Tech-Enabled Services sector continues to experience significant M&A activity, with over $125 billion in volume across 1,320 transactions in 2018 YTD

− Large scale consolidators continue to be active across a number of sub-sectors, including two large transactions in information services and recruiting solutions:

• IHS Markit acquisition of Ipreo

• Recruit acquisition of Glassdoor

− Notable private equity transactions include:

• Madison Dearborn Partners acquisition of SIRVA

• Permira acquisition of WeddingWire

• Partners Group investment in GlobalLogic

• OMERS Private Equity acquisition of Alexander Mann Group

− In addition, the patent services / solutions space has seen increased M&A activity in recent months:

• HGGC acquisition of RPX Corporation (pending)

• Castik Capital Partners acquisition of IPAN

• LexisNexis acquisition of PatentSight

• IK Investment Partners investment in Questel

Executive Summary

Select M&A Transactions

Ann. Date Acquirer Target TEV ($MM)

5/31/18 NA

5/31/18 NA

5/25/18 NA

5/23/18(Investment)

NA

5/23/18 NA

5/22/18(Investment)

NA

5/22/18($350MM Investment)

NA

5/21/18 $1,855

5/21/18(48% stake)

$2,000+

5/17/18(merger)

NA

5/15/18Exhibitions Bus.

$405

5/10/18 $150

5/10/18 $1,100

5/8/18 $1,200

5/1/18 $385

5/1/18 $240

5

80%

90%

100%

110%

120%

130%

140%

150%

Jun-17 Jul-17 Aug-17 Sep-17 Oct-17 Nov-17 Dec-17 Jan-18 Feb-18 Mar-18 Apr-18 May-18 Jun-18

BUSINESS & TECH-ENABLED SERVICES LTM STOCK PRICE PERFORMANCE

Notes:Source: Capital IQ.

Advertising & Marketing Services

Events & Exhibitions Information Services Consulting & Training HR Services Staffing & Recruiting IT & BPO Services Customer Care / CRM Services

(3.3%) 27.2% 22.2% 46.5% 34.9% 25.9% 16.9% 2.4%

LTM Share Price Performance

6

BUSINESS & TECH-ENABLED SERVICES TRADING COMPARABLES

Notes:Multiples represent median values, except for HR Services, which reflects mean values. Source: Capital IQ.

Advertising & Marketing Services

Events & Exhibitions Information Services Consulting & Training HR Services Staffing & Recruiting IT & BPO Services Customer Care / CRM Services

8.6x / 1.5x 13.2x / 3.6x 15.3x / 5.0x 12.4x / 1.4x 16.2x / 3.5x 9.8x / 0.6x 12.0x / 2.1x 9.0x / 0.8x

2018E EBITDA / 2018E Revenue Multiple

5.0x

3.6x 3.5x

2.1x

1.5x 1.4x

0.8x 0.6x

0.0x

1.0x

2.0x

3.0x

4.0x

5.0x

6.0x

InformationServices

Events &Exhibitions

HR Services IT & BPOServices

Advertising& Marketing

Services

Consulting &Training

CustomerCare / CRM

Services

Staffing &Recruiting

16.2x15.3x

13.2x12.4x 12.0x

9.8x9.0x 8.6x

0.0x

2.0x

4.0x

6.0x

8.0x

10.0x

12.0x

14.0x

16.0x

18.0x

HR Services InformationServices

Events &Exhibitions

Consulting &Training

IT & BPOServices

Staffing &Recruiting

CustomerCare / CRM

Services

Advertising& Marketing

Services

EV / 2018E EBITDA EV / 2018E Revenue

7

SELECTED RECENT BUSINESS & TECH-ENABLED SERVICES M&A ACTIVITYMarketing & Information Services

Notes:Source: Capital IQ and Wall Street Estimates.

($MM)

EV / EBITDA EV / Revenue

Announced Date Acquirer Target Enterprise Value (EV) LTM NTM LTM NTM Target Description

5/21/2018 $1,855 NA NA NA NADevelops and provides market intell igence, data, and

technology solutions to participants in the global capital

markets in the U.S. and internationally

5/15/2018Exhibitions Business

$405 12.9x NA 3.8x NAUK-based organizer of market-leading B2B exhibitions,

including global exhibitions brands Bett and CWIEME

4/26/2018 $117 NM NM 2.5x 2.3xProvides cloud-based behavioral analytics for customer

service organizations

4/26/2018 NA NA NA NA NAProvides technology, connectivity, and information

solutions to the P&C and collision repair industries

4/20/2018 $1,400 22.2x NA 7.4x NAUK-based provider of consumer information management and

direct marketing services to businesses

3/15/2018 $371 NA NA 7.0x NAUK-based provider of free access to credit reports and scores

and consumer finance matching solutions

3/13/2018 $205 NA NA 2.8x NAProvides environmental risk information services and

solutions serving the property due diligence industry

2/12/2018Global Market Intelligence Division

$181 12.0x NA NA NATwo main units are CEIC and EMIS, which provide global

financial information from the macro and micro perspectives,

with a focus on data for emerging markets

1/30/2018Financial & Risk Business (55% stake)

$20,000 10.4x NA 3.3x NAOffers critical news, information, and analytics enabling

transactions and connecting communities of trading,

investment, financial, and corporate professionals

1/29/2018PR Solutions & Digital Media Services

$335 13.4x NA 1.7x NAPublic relations, webcasting, and webhosting products,

including GlobeNewswire, Media Intell igence, and Influencers

Database

1/29/2018 $830 NA NA NA NAProvides context-based business security and fraud prevention

solutions for businesses in various industries worldwide

1/17/2018 $5,902 14.8x 14.5x 4.4x 4.4x Organizes business-to-business events worldwide

12/22/2017 $219 NA NA NA NAProvides eCommerce analytics, with proprietary

technology, for consumer product companies

12/18/2017 $476 5.8x NA 1.0x NA Largest direct mail production provider in North America

11/30/2017 $200 NA NA NA NAProvides market and cost intelligence solutions to

energy companies

8

SELECTED RECENT BUSINESS & TECH-ENABLED SERVICES M&A ACTIVITYMarketing & Information Services – continued

Notes:Source: Capital IQ and Wall Street Estimates.

($MM)

EV / EBITDA EV / Revenue

Announced Date Acquirer Target Enterprise Value (EV) LTM NTM LTM NTM Target Description

11/27/2017 $456 NM 19.6x 2.2x 2.2xProvides marketing tools to retailer and brand clients for

understanding consumer voice

11/22/2017 NA NA NA NA NA Provider of data and analytics for capital markets

11/14/2017 NA NA NA 2.4x NAProvides under-banked consumer risk management and identity

verification services to alternative financial services industry

10/12/2017 NA NA NA NA NAGlobal leader in consumer and business-to-business

digital research data for business decisions

10/5/2017 $70 NM NA 2.7x NALeader in sales intelligence and acceleration for

businesses selling to the public sector

10/2/2017 $1,205 16.5x 16.6x 0.4x 0.4xJapan-based advertising agency and provider of

animation programs

9/26/2017 $558 NA NA NA NAProvides predictive analytics and marketing automation

technology for the automotive industry

9/5/2017 $113 11.2x NA 0.7x NAProvides digital video brand advertising solutions in the

U.S. and internationally

8/29/2017 $1,300 6.3x 6.4x 1.6x 1.6xProvides research, technology, and data-enabled

services to healthcare sector worldwide

8/29/2017 $1,550 NA NA NA NAProvides research and advice to academic, business, and

student leaders at Universities

8/28/2017 $105 NM NM 0.7x 1.0xProvides a data management platforms for display

advertising and in-store ad campaign solutions

7/27/2017 $112 NA NA NA NAProvides merchant risk intelligence for acquirers,

commercial banks, and payment systems

7/24/2017 $2,617 14.4x 10.8x 3.7x 3.6xProvides health information through websites, mobile

platforms, and publications

7/18/2017 $147 NM NM 0.4x 0.3xPredictive marketing company that uses AI to anticipate

people's need for products and services

7/5/2017 NA NA NA NA NA Provides assisted living referral services

Mean 12.7x 13.6x 2.7x 2.0x

Median 12.9x 14.5x 2.5x 1.9x

9

SELECTED RECENT BUSINESS & TECH-ENABLED SERVICES M&A ACTIVITYProfessional, IT & BPO Services

Notes:Source: Capital IQ and Wall Street Estimates.

($MM)

EV / EBITDA EV / Revenue

Announced Date Acquirer Target Enterprise Value (EV) LTM NTM LTM NTM Target Description

5/23/2018 NA NA NA NA NAProvides moving and relocation services to corporate

customers, individual consumers, and military and government

agencies worldwide

5/21/2018(48% stake)

$2,000+ NA NA NA NAProvides full-lifecycle product development services to

customers worldwide

5/10/2018 $1,100 NA NA NA NAGlobal provider of talent acquisition and management

solutions delivering value to clients through a portfolio of

outsourcing and consulting services

5/8/2018 $1,200 NA NA 7.0x NA Operates an online jobs and career community

5/1/2018 $385 NM NM 1.2x 1.4xProvides patent risk management and e-discovery

services for clients worldwide

5/1/2018 $240 NA NA NA NADba SCIO Health Analytics, provides healthcare analytics

solutions and services

4/24/2018 $150 11.2x NA 1.4x NAProvides cloud-based integrated recruiting, talent management,

and compensation management solutions

4/16/2018 $413 NA NA 4.1x NAProvides corporate training in web development, user

experience design, digital marketing, data science and machine

learning

4/12/2018 $330 8.6x NA 3.1x NAProvides a data management, integration, and analytics

infrastructure platform through commodity hardware, in the

cloud, or both

4/9/2018 $215 NA NA 1.7x NAProvides health information management and locum

tenens staffing

4/9/2018 $37 NA NA 1.6x NAPhill ips DiPisa is a nationwide executive retained search firm;

Leaders for Today provides interim and permanent leadership

workforce solutions

4/5/2018 NA 15.0x NA NA NAFrance-based provider of intellectual property information and

management software and services

3/21/2018 $33 NA NA 1.7x NAProvides Guidewire platform implementation services

to P&C insurance carriers

3/19/2018 $1,180 10.5x 8.1x 0.6x 0.6xProvides title insurance and real estate transaction

services

3/14/2018Data Center and Cloud Services

$405 NA NA 1.7x NARepresents the combined operations of Wipro's datacenter and

cloud services and portion of its datacenter business In

Germany and U.K.

10

SELECTED RECENT BUSINESS & TECH-ENABLED SERVICES M&A ACTIVITYProfessional, IT & BPO Services – continued

Notes:Source: Capital IQ and Wall Street Estimates.

($MM)

EV / EBITDA EV / Revenue

Announced Date Acquirer Target Enterprise Value (EV) LTM NTM LTM NTM Target Description

2/12/2018 $9,871 11.7x 12.0x 1.9x 1.8xProvides IT solutions and professional services to its U.S.

government customers to modernize legacy systems, and

protect and enhance networks and assets

2/6/2018Talent Assessment Business

$400 10.5x NA NA NA Formerly SHL, provides talent assessment solutions

2/5/2018 NA NA NA 2.0x NADigital customer engagement firm that specializes in

developing and delivering compelling customer experiences

1/31/2018 $775 11.5x NA 1.3x NAProvides cybersecurity, cloud, DevOps, IT modernization and

advanced science and engineering solutions to government

enterprises

1/11/2018 $5,650 13.1x 12.2x 2.8x 2.6xProvides technology-based information processing and

servicing solutions worldwide

12/22/2017 $185 NA NA NA NAProvider of l itigation support services including electronic

discovery, data management and managed review services

12/11/2017 NA NA NA NA NA Bankruptcy claims and noticing agency in the U.S.

12/6/2017 NA NA NA NA NAProvides claim management, loss adjusting, and risk solutions

to insurers, brokers, and risk managers

12/1/2017 NA NA NA NA NAReverse merger with SPAC to become a Nasdaq-listed

public company

11/30/2017 $2,000 10.4x NA 2.9x NAProvides software development, engineering, and

product design services

11/1/2017 $1,750 NA NA NA NAProvides advisory services in valuation, M&A, compliance and

regulatory consulting, disputes and investigations, real estate,

restructuring, and tax

10/30/2017(65% Stake)

$250 NA NA NA NAGlobal IT consulting and next-generation software

services company with focus on telecom sector

10/23/2017 $140 NA NA 2.4x NAProvider of clearance and protection solutions for

trademark and intellectual property professionals

10/18/2017 $2,497 NA NA NA NAProvides underwriting, claims administration, and

marketing services worldwide

10/18/2017 $320 11.8x NA 2.0x NACzech Republic-based provider of translation,

localization, and testing services

Mean 11.4x 10.8x 2.3x 1.6x

Median 11.4x 12.0x 1.9x 1.6x

11

GCA: A LEADING INDEPENDENT GLOBAL INVESTMENT BANK

NEW YORK

ZURICH

MILAN

FRANKFURT

MUNICH

TEL AVIVSAN FRANCISCO

Globally integrated platform with 18

offices across

America, Asia and

Europe

Geographically balanced,

synergistic and

complementary

sector focus areas

across the firm

Strong in key growth and

innovation sectors

such as Technology

and Industrials

Strong cross-border capabilities and

deal flow

LONDON

MANCHESTER

MUMBAI

OSAKA

SHANGHAI

SINGAPORE

TOKYO

DELHI

NAGOYA

400+experienced

professionals

HO CHI MINH CITY

TAIPEI

350+ deals closed

in the last 3 years

Global investment bank that provides strategic M&A and capital markets advisory services to growth companies and market leaders

GCA operates as GCA in America and Asia, and GCA Altium in Europe